Form 4: Guess? Director Sells Shares Post-Merger

Guess? Inc. Director Michael Elsa reported the disposition of common stock and vested restricted stock units following the company's merger with Glow Merger Sub 1, Inc. at $16.75 per share.

Summary

• Michael Elsa, a Director of Guess? Inc. (GES), reported changes in beneficial ownership following the company's merger.
• On January 23, 2026, Merger Sub, a subsidiary of Glow Holdco 1, Inc. (Parent) and Authentic Brands Group LLC, merged with and into Guess? Inc.
• Guess? Inc. survived the merger as a wholly-owned subsidiary of Parent.
• As a result of the merger, Guess? Inc.'s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• 7,735 shares of common stock held by Michael Elsa were cancelled and converted into the right to receive $16.75 per share in cash.
• 14,446 outstanding unvested restricted stock units (RSUs) held by Michael Elsa vested, were cancelled, and converted into the right to receive $16.75 per share in cash, plus any accrued and unpaid dividends or dividend equivalents.

Sentiment

Score: 6

Explanation: The filing reports the completion of a merger, resulting in a cash payout for shareholders at a predetermined price. This is a neutral to slightly positive event for exiting shareholders, as it provides a definitive value and liquidity for their holdings, albeit at the cost of the company's public trading status.

Positives

• Shareholders, including the reporting director, received a cash consideration of $16.75 per share for their common stock and vested restricted stock units, providing a clear exit value.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing its public trading status.
• The company will be deregistered under the Securities Exchange Act of 1934, reducing public disclosure requirements.

Risks

• The delisting and deregistration of Guess? Inc. common stock eliminates liquidity for public shareholders, as the company is now a privately held subsidiary.

Future Outlook

Guess? Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc., a part of Authentic Brands Group LLC. Its common stock will no longer be publicly traded on the New York Stock Exchange and will be deregistered.

Industry Context

This transaction reflects a trend of consolidation in the retail and fashion industry, where established brands are acquired by larger holding companies or private equity firms, often leading to delisting from public exchanges. Authentic Brands Group is known for acquiring and managing a portfolio of consumer brands.

Corporate Governance

Stakeholder Impact

• Shareholders: Received a cash payment of $16.75 per share for their common stock and vested RSUs, concluding their investment in the public entity.
• Employees: The filing does not detail specific impacts on employees, but the change in ownership structure could lead to operational or strategic shifts.
• Customers/Suppliers: No direct impact mentioned, but the new ownership may influence future business strategies or relationships.

Next Steps

• The common stock of Guess? Inc. will be delisted from the New York Stock Exchange.
• Guess? Inc. will be deregistered under the Securities Exchange Act of 1934.

Key Dates

Keywords

Guess Inc, GES, Merger, Acquisition, Form 4, Insider Transaction, Delisting, Deregistration, Authentic Brands Group, Glow Holdco